Filed by Allied World Assurance
Company Holdings, AG
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Transatlantic
Holdings, Inc.
Commission File No.:
1-10545
August 19,
2011
Dear Fellow Shareholders:
At the upcoming Special Meeting of shareholders on
September 20, 2011, shareholders of Allied World will be
asked to approve the proposals associated with the merger
agreement with Transatlantic Holdings, Inc.
Your Board of Directors unanimously supports the merger and
believes the combination will deliver the best long-term value
for shareholders of both companies. We urge you to vote FOR the
proposals associated with the merger agreement. Your vote is
important no matter how many or few shares of Allied World you
own.
As we announced on June 12, 2011, the combined company,
TransAllied Group Holdings, AG, will be a leading global
specialty-focused insurance and reinsurance company. By
combining two highly complementary businesses, with minimal
product and distribution overlap, a shared vision and long-term
strategy, and similar risk and underwriting standards,
TransAllied will benefit from compelling shareholder value
creation opportunities. The combined company will further
benefit from:
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An expanded global network and infrastructure that creates
additional future growth opportunities and enhanced earnings
potential;
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A strengthened balance sheet with $8.5 billion in capital
and over $21 billion in invested assets;
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Meaningful business diversification, which creates significant
incremental excess capital and enhanced financial flexibility at
closing; and
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Significant structural and operating efficiencies, based on
conservative assumptions.
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Further, we have received favorable reactions from not only the
rating agencies as to the financial strength of the combined
company, but also from many of our shareholders in our
discussions with them.
We remain committed to the terms of our merger agreement and
look forward to closing the transaction as early as possible in
the fourth quarter. We have already received
Hart-Scott-Rodino
clearance for the transaction and the regulatory process is
advancing. And, with Allied Worlds successful track record
of integration, our integration planning with Transatlantic is
well underway.
Your Board of Directors is firmly behind the TransAllied merger
and the long-term benefits it will provide to shareholders of
both companies. We ask that you vote FOR the proposals
associated with our merger agreement by signing, dating and
returning the enclosed WHITE proxy card promptly. Please read
the enclosed proxy material carefully as it contains important
information for you to consider pertaining to this meeting.
You can find more information about the Special Meeting and our
merger agreement with Transatlantic at our website:
www.awac.com.
Sincerely,
Shareholders should contact MacKenzie Partners, Inc., who is
assisting Allied World with the proxy solicitation at
(800) 322-2885
for copies of the proxy materials or questions concerning the
merger.
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ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG
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Lindenstrasse 8
CH-6340
Zug, Switzerland
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T. 41 41 768 1080
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E. info@awac.com
www.awac.com
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About
Allied World
Allied World Assurance Company Holdings, AG, through its
subsidiaries, is a global provider of innovative property,
casualty and specialty insurance and reinsurance solutions,
offering superior client service through a global network of
offices and branches. All of Allied Worlds rated insurance
and reinsurance subsidiaries are rated A by A.M. Best
Company, A by Standard & Poors, and A2 by
Moodys, and our Lloyds Syndicate 2232 is rated A+ by
Standard & Poors and Fitch. Please visit
www.awac.com for further information on Allied World.
Additional
Information About the Proposed Merger and Where to Find
It
This communication relates to a proposed merger between Allied
World and Transatlantic. In connection with the proposed merger,
Allied World has filed with the U.S. Securities and
Exchange Commission (the SEC), and the SEC declared
effective on August 18, 2011, a registration statement on
Form S-4
that includes a joint proxy statement/prospectus that provides
details of the proposed merger and the attendant benefits and
risks. This communication is not a substitute for the joint
proxy statement/prospectus or any other document that Allied
World or Transatlantic may file with the SEC or send to their
shareholders in connection with the proposed merger. Investors
and security holders are urged to read the joint proxy
statement/prospectus, and all other relevant documents filed
with the SEC or sent to shareholders as they become available
because they will contain important information about the
proposed merger. All documents, when filed, will be available
free of charge at the SECs website (www.sec.gov). You may
also obtain these documents by contacting Allied Worlds
Corporate Secretary, attn.: Wesley D. Dupont, at Allied World
Assurance Company Holdings, AG, Lindenstrasse 8, 6340 Baar, Zug,
Switzerland, or via
e-mail at
secretary@awac.com; or by contacting Transatlantics
Investor Relations department at Transatlantic Holdings, Inc.,
80 Pine Street, New York, New York 10005, or via
e-mail at
investor_relations@transre.com. This communication does not
constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval.
Participants
in the Solicitation
Allied World, Transatlantic and their respective directors and
executive officers may be deemed to be participants in any
solicitation of proxies in connection with the proposed merger.
Information about Allied Worlds directors and executive
officers is available in Allied Worlds proxy statement
dated March 17, 2011 for its 2011 Annual Meeting of
Shareholders. Information about Transatlantics directors
and executive officers is available in Transatlantics
proxy statement dated April 8, 2011 for its 2011 Annual
Meeting of Shareholders. Other information regarding the
participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, is contained in the joint proxy statement/prospectus
and may be contained in other relevant materials to be filed
with the SEC regarding the merger when they become available.
Investors should read the joint proxy statement/prospectus
carefully before making any voting or investment decisions.
Cautionary
Statement Regarding Forward-Looking Statements
Any forward-looking statements made in this communication
reflect Allied Worlds current views with respect to future
events and financial performance and are made pursuant to the
safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such statements involve risks and
uncertainties, which may cause actual results to differ
materially from those set forth in these statements. For
example, these forward-looking statements could be affected by
the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement; the
inability to obtain Allied Worlds or Transatlantics
shareholder approval or the failure to satisfy other conditions
to completion of the merger, including receipt of regulatory
approvals; risks that the proposed transaction disrupts each
companys current plans and operations; the ability to
retain key personnel; the ability to recognize the benefits of
the merger; the amount of the costs, fees, expenses and charges
related to the merger; pricing and policy term trends; increased
competition; the impact of acts of terrorism and acts of war;
greater frequency or severity of unpredictable catastrophic
events; negative rating agency actions; the adequacy of Allied
Worlds loss reserves; Allied World or its
non-U.S. subsidiaries
becoming subject to significant income taxes in the United
States or elsewhere; changes in regulations or tax laws; changes
in the availability, cost or quality of reinsurance or
retrocessional coverage; adverse general economic conditions;
and judicial, legislative, political and other governmental
developments, as well as managements response to these
factors, and other factors identified in Allied Worlds
filings with the SEC. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only
as of the date on which they are made. Allied World is under no
obligation (and expressly disclaims any such obligation) to
update or revise any forward-looking statement that may be made
from time to time, whether as a result of new information,
future developments or otherwise.